---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-057883"
form_type: "8-K"
ticker: "PTLO"
cik: "0001871509"
company_name: "Portillo's Inc."
filed_at: "2024-03-04T23:59:59+00:00"
generated_at: "2026-06-05T05:02:11.680210+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Portillo's launches 8M-share synthetic secondary at $14.37; repurchases $115M from Berkshire funds

## Summary
- Company entered stock/unit purchase agreement with Berkshire Partners funds and other holders to buy $114.96M of equity at $14.37/sh.
- Offering of 8M shares of Class A common stock; underwriter has 30-day option for additional 1.2M shares.
- Proceeds used to repurchase LLC units of subsidiary and Class A shares from the selling stockholders.
- Underwriting agreement with BofA Securities; offering closed on March 4, 2024.

## SEC filing metadata
- accession: 0001193125-24-057883
- form_type: 8-K
- ticker: PTLO
- cik: 0001871509
- company_name: Portillo's Inc.
- filed_at: 2024-03-04T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1871509/000119312524057883/0001193125-24-057883-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1871509/000119312524057883/d806124d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-057883
- JSON: https://secwatch.observer/filing/0001193125-24-057883.json
- Plain text: https://secwatch.observer/filing/0001193125-24-057883.txt

## Key facts
- Material Agreements
  Portillo's Inc. entered into Stock Unit and Purchase Agreement with certain funds affiliated with Berkshire Partners LLC and other selling stockholders valued at aggregate purchase price of approximately $114.96 million (effective 2024-02-27).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain funds affiliated with Berkshire Partners LLC and other selling stockholders
  - Value: aggregate purchase price of approximately $114.96 million
  - Effective: 2024-02-27
  source text: On February 27, 2024, Portillo’s Inc. (the “Company”) entered into a stock unit and purchase agreement (the “Stock Unit and Purchase Agreement”) with certain funds affiliated with Berkshire Partners LLC and other selling stockholders named therein (collectively, the “Selling Stockholders”), pursuant to which the Company agreed to (i) purchase limited liability company units of its subsidiary, PHD Group Holdings, LLC, from certain of the Selling Stockholders and (ii) purchase shares of Class A common stock of the Company from certain Selling Stockholders, in each case, in a private, non-underwritten transaction made in connection with an underwritten “synthetic secondary” public offering by the Company of 8,000,000 shares of its Class A common stock on February 28, 2024 (the “Offering”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1871509/000119312524057883/0001193125-24-057883-index.htm
- Material Agreements
  Portillo's Inc. entered into Underwriting Agreement with BofA Securities, Inc. (effective 2024-02-28).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: BofA Securities, Inc.
  - Effective: 2024-02-28
  source text: On February 28, 2024, the Company and PHD Group Holdings, LLC entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. as underwriter (the “Underwriter”) for the purchase and sale of 8,000,000 shares of the Company’s Class A common stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1871509/000119312524057883/0001193125-24-057883-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.